Grayscale files S-1 for spot Worldcoin ETF with SEC

The proposed Grayscale Worldcoin ETF would hold WLD directly, trade on Nasdaq as GWLD and use CoinDesk’s benchmark rate, while the filing marks a potential first U.S. listed fund tied to Worldcoin.

WLD

Summary

Grayscale has filed an S-1 registration statement with the SEC for a spot Worldcoin ETF that would hold WLD directly, extending its push into single-asset crypto exchange-traded products and positioning the fund as a potential first U.S. ETF tied to the project. The proposed Grayscale Worldcoin ETF would seek to list on Nasdaq under the ticker GWLD using the exchange’s generic listing standards for commodity-based trusts, with shares tracking the value of the trust’s WLD based on the CoinDesk Worldcoin Benchmark Rate, minus fees and expenses. The Delaware statutory trust was formed on July 10 and the S-1 was filed on July 20. The prospectus still leaves the management fee, initial seed investment and the amount of WLD represented by each share blank for later amendments. Shares would be issued and redeemed in 10,000-share baskets, and authorized participants could create or redeem them using WLD directly or through cash orders facilitated by liquidity providers. BitGo Bank & Trust would custody the fund’s WLD, while The Bank of New York Mellon would act as administrator and transfer agent and CSC Delaware Trust Company would serve as trustee. The filing says the benchmark rate is struck at 4:00 p.m. New York time using pricing from Binance, Bybit, Crypto.com, GATE, Gemini, Kraken and OKX. WLD rose about 8% following the filing, reaching an intraday high of $0.387, though it remained down about 5.5% over seven days. The token is the native asset of the World Network, rebranded from Worldcoin to World in 2024, and is tied to a proof-of-personhood system that uses Orb devices to scan irises and issue World ID credentials. The project has faced regulatory scrutiny over biometric data collection in the EU and in countries including Brazil and Kenya. The prospectus outlines key structural risks around supply and regulation. It says the top 100 WLD wallets hold roughly 90% of circulating supply, while team and investor allocations are unlocking daily until they are substantially complete by July 2028. Circulating supply stood at 3.41 billion tokens against a 10 billion cap, implying a fully diluted valuation of $2.72 billion and a market cap of $931 million in the filing, while newer market data cited WLD’s market capitalization at around $1.4 billion. The filing is an initial step, and the fund cannot trade until the registration takes effect and WLD meets Nasdaq’s listing requirements.

Terms & Concepts
  • S-1 registration statement: A filing used with the SEC to register a new securities offering.
  • authorized participants: Large market intermediaries that create or redeem ETF shares, typically in large blocks called baskets.
  • proof-of-personhood: A system designed to verify that an account belongs to a real human rather than a bot or duplicate identity.